By-Laws

FLYING EAGLES “A's”

BY-LAWS

A Chapter of the Model “A” Ford Club of America

And a Region of the Model “A” Restorers Club.

ARTICLE I – NAME

The name of this organization shall be the “Clark County Flying Eagle “A's” Chapter, Model A Ford Club of America (herein after called the Club) and it's principle office shall be in Clark County, Washington. Model A Ford Club of America (herein after called MAFCA) and the Model A Restorers Club (herein after called MARC) are national clubs with which the Flying Eagle “A's” Chapter is affiliated.

ARTICLE II – PURPOSE

The purpose of this organization shall be:

S ection 1:

(a) To serve as a medium of exchange of ideas, information and parts for admirers of the Model A Ford and aid them in their efforts to restore and preserve the car to its original likeness. The club will offer general directions and assistance to its members in Model A restoration and preservation.

(b) To unite, in a central organization, all owners of Model A Fords who are interested in restoring and/or maintaining the automobile in a manner to attract prestige and respect within the community.

(c) It shall further be the purpose of the Club to help these owners become better acquainted, encourage and maintain among its members the spirit of good fellowship, sociality and fair play through sponsored activities, including the use of the Model A Ford and family participation.

SECTION 2:

The club shall be non-commercial, non-sectarian, and non-partisan.

ARTICLE III - MEMBERS

SECTION 1 Class of Members, Voting Rights, Dues, and Qualifications.

(a) Individual members shall be entitled to receive all club notifications, a membership name badge, the monthly newsletter, a copy of the membership roster, a copy of the Club's by-laws, participate in all club activities, and shall have the right to vote.

(b) Family Membership shall be issued to the immediate members of a family living in the same household of an active member. Family members shall not receive the Club's newsletter, shall not receive a membership card, shall not receive a copy of the membership roster, nor hold office within the Club, but will be entitled to all other benefits of the Club. Up to a maximum of one (1) adult family member, over the age of 18 residing in the same household as the Club member, shall have the right to vote.

(c) Honorary Lifetime Membership may be bestowed, by the Board of Directors, to family or individual members. In additional, members are eligible for honorary membership when they have been active members of the Club for twenty (20) consecutive years. They shall be entitled to a membership paid by the Club. Honorary members are entitled to all the benefits and privileges as active members. This membership will be given at the discretion of the Board of Directors and will be reviewed annually. In order for a member to retain the honorary membership status, the member must attend one or more meetings or tours each year.

SECTION 2 Requirements for membership

Requirements for membership shall not insist upon actual possession of a Model “A” Ford, merely an interest in the objectives of the Club and a desire to take part in club activities. The applicant must remit the annual dues with the application to the Club. An applicant for membership must be of good character as to be of benefit to the Club and its functions and objectives and must display sincerity of purpose. All members of the Clark County Flying Eagle “A's” are required to be members of MAFCA and/or MARC Clubs.

SECTION 3 Dues

(a) Subject to the recommendations of the Board of Directors, and upon approval of the membership to change the amount from time to time, the dues shall be payable by members in the amounts approved by the membership and specified in the newsletter.

(b) Dues shall be paid prior to the first day of January of each year.

(d) The membership may propose, subject to the majority approval of the membership attending the General Meeting on the voting date, the amount of initiation fees, if any, and annual dues payable to the Club by Active Members. Family and Honorary members shall not be required to pay dues.

(e) Dues paid by a new applicant, on or after November 1 st of each year, shall constitute payment of the full dues for the ensuing calendar year.

(f) MAFCA/MARC and Club dues shall be payable on or before respective renewal dates. The Club dues shall be payable the 1 st of January each year.

SECTION 4 Termination of Membership

(a) The Board of Directors, after receipt of written petition, may suspend or expel a member for cause after an appropriate hearing and affirmative vote of 2/3 of the members of the Board of Directors, who then becomes ineligible for membership except by reinstatement.

(b) When any member shall be in default in the payment of dues after February 1 of the renewal date, his/her membership shall thereupon be considered terminated by the Club membership.

SECTION 5 Resignation

Any member may resign by filing a written resignation with the Secretary. Such resignation shall not relieve this resigning member of the obligation to pay any dues, assessments, or other charges therefore accrued and unpaid.

SECTION 6 Reinstatement of expelled members

Upon written request, signed by the former member and filed with the Secretary, the Board of Directors may, by affirmative vote by a majority of the members of the Board and a majority vote of those present at any regularly called meeting, reinstate such former member to membership.

SECTION 7 Transfer of Membership

Membership in this Club is not transferable or assignable.

ARTICLE IV – MEETINGS

SECTION 1 General Meetings of Members

Membership meetings shall normally be held on the 1st Tuesday of each month at the time and place designated by the Club members. The membership can request a change of the place and date of the meeting by a simple majority vote of the attending Club membership at the General monthly meeting. The purpose of said meeting shall be the transaction of such business as may come before the meeting.

SECTION 2 Board of Directors Meetings.

The meetings of the Board of Directors shall be held on the day and month and time as set by the Board of Directors. Date, time and place shall be published in the newsletter and/or announced at the regular meeting. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a simple majority of the Directors are present at said meeting, no business shall be transacted.

A Board of Directors meeting can be called as often as is necessary to fulfill the business of the Club, the exact date and time thereof to be determined by the Board of directors.

Board meetings are open to all Club Members. No formal written notification is required in advance to attend the Board meeting. If a Club member desires to present an item that is considered to be an action item, contact must be submitted to a Board member in advance of the meeting.

S ection 3 Special Meetings

Special meetings of the members may be called either by the President, the Board of Directors, or petition of not less than one-third of the members having voting rights.

SECTION 4 Place of Meetings

The Board of Directors may designate any place, either within or outside the State of Washington , as the place of meetings.

SECTION 5 Quorum

(a) General and Special meeting: A quorum shall consist of a simple majority of the voting members present at the General or Special meeting.

(b) Board of Directors meetings: A quorum shall consist of the majority of the Board Members.

ARTICLE V – OFFICERS AND BOARD OF DIRECTORS

SECTION 1 Officers

The officers of the Club shall be elected by the membership and shall consist of the President, Vice-President, and Treasurer/ Secretary.

SECTION 2 Board of Directors

The Board of Directors shall consist of the three (3) Club Officers, the Editor and the immediate past president. To spread the leadership of the club only one member of a household is permitted to serve on the Board of Directors.

SECTION 3 Duties of the Board of Directors

The Board of Directors shall conduct the business of the Club and carry out the desires and recommendations of the membership.

(a) Duties of the Board of Directors shall be consistent with the duties of the Officers of the Club.

(b) The immediate past President shall be responsible for the orientation and review of policies for all Board Members by the January Board meeting.

(c) The Board of Directors shall develop an annual budget at the January Board meeting to be presented to the membership for approval.

(d) The Board of Directors is responsible for guidance of the Club in a manner conducive to the benefit of the Club.

(e) The Board of Director is to represent the entire membership and to bring individual concerns to the attention of the full Board.

SECTION 4 Election and term of office

(a) Officers of the Club shall be elected annually at the regular November meeting of the members. Each officer shall hold office until a successor shall have been duly elected and installed in office.

(b) No elected Club officer shall hold the same office for more than three consecutive office terms. A person may hold that same office again after the lapse of one year.

(c) Candidates for all offices shall be selected by a nominating committee, which shall be selected by the Club membership.

(d) Additional nominations may be made from the floor at the October General Meeting. If no candidate can be found for an office, the President shall appoint a candidate, subject to the approval of the membership.

(e) Under no circumstances will nomination for any office be presented on the night of the November general meeting, election night.

(f) Elections will be made by ballot, at the November General Meeting. Members that can not attend the November General Meeting can request an absentee ballot, so the returns of the ballot may be compiled and counted at the November General Meeting. Election shall be the simple majority of the received voting ballots. Ballots received after the November General Meeting election night will not be tallied for the final voting results.

(g) The Editor shall be appointed by the President and confirmed by the Board of Directors.

(h) New officers shall take office at the January Board Meeting.

(i) Officers shall not receive any salary for their services.

(j) Recall of Board Members:

1.) All Board members shall be subject to recall.

2.) A Board member who has missed two or more Board meetings shall be subject to review by the membership.

• Recall charges shall be made out in proper form and signed by a simple majority of the general membership.

• Said charges to be read at one General meeting and voted upon at the next General meeting.

• Recalled Board members shall be given a chance to be heard at a General meeting prior to the recall vote.

• Recall shall require a vote of at least three-quarters of all members present at the General meeting.

Section 5 : Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, shall be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE VI – DUTIES OF OFFICERS

SECTION 1 President

The President shall be the principle executive officer of the Club and shall, in general, supervise and advise the membership of all of the business affairs of the Club. The President shall preside at all meetings of the Club. The President shall cause to be called on regular and special meetings of the club officers and members in accordance with the by-laws and shall perform all the duties to the office of the President. The President is advisor and chair to all Club committees.

SECTION 2 Vice-President

In the absence of the President, or in the event of his/her inability or refusal to act, the Vice-President shall perform the duties of the President.

(a) If the President can no longer perform his/her duties, the Vice-President may call a meeting of the remaining Board of Directors within 30 days to fill the vacancy. When so acting the Vice-President shall have all powers of and be subject to all restrictions as the President.

(b) The Vice-President shall act as Tour Chair to manage Club sponsored tours and assist members in organizing individuals members suggested tours. Any member wishing to conduct a sponsored tour shall notify the Vice-President.

(c) The Vice-President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

SECTION 3 Treasurer

The Treasurer shall keep a correct accounting of the Club's business transactions.

(a) The Treasurer shall deposit all monies and other assets in a depository as may be designated by the Board of Directors.

(b) The Treasurer shall disperse the funds of the organization as may be ordered by the Board of Directors, and shall render to the President and the Board of Directors an accounting of the organization's assets and liabilities when they request such information.

(c) The Treasurer shall furnish a semi-annual financial statement to the Board of Directors, which shall be made available to all Club members. The Treasury shall participate in the November audit of the books that will be conducted by three Club members, including an official of the Club.

(d) No obligation, debt, or other liability shall be incurred by the Treasurer without specific approval of the Board of Directors and/or Club membership.

(e) The Treasurer shall perform such other duties, as from time to time may be assigned by the President or by the Board of Directors.

(f) Collect from members, dues and other fees as may be payable to the “Flying Eagle A's” Model A Ford Club.

SECTION 4 Secretary

The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose.

(a) The Secretary shall see that all notices are duly given in accordance with the provision of these By-Laws or as required by law.

(b) The Secretary shall be custodian of the Club's records.

(d) Cause all voting ballots to be tabulated.

(d) The Secretary shall perform all duties incident to the Office of Secretary and such other duties, as from time to time may be assigned by the President or the Board of Directors.

(e) The Secretary shall manage correspondence as directed by the President.

SECTION 5 Editor

The President shall appoint the Editor.

(a) The Editor shall publish a monthly newsletter to be mailed to those on the authorized mailing list the first of the month.

(b) The Editor shall be responsible for the mailing of the newsletter and any other notices.

(d) Notify members that they are delinquent in their dues.

(e) Be responsible for the Club library.

(f) Provide other printed manner as directed by any Board member.

ARTICLE VI: COMMITTEES

The Board of Directors or the President may designate one or more committees, as necessary, to conduct the activities and/or affairs of the Club. Each committee shall consist of two or more members of the Club, with one member appointed as chairman. Each member of a committee shall continue as such until a successor is appointed or until the duties of the committee are completed or until terminated by the Board of Directors.

ARTICLE VII : CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

SECTION 1 Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Club, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any documents in the name of, and on behalf of, the organization and such authority may be general or confined to specific instances.

SECTION 2 Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Club, shall be signed by the Treasurer and the President, as shall be determined by the Board of Directors. The number of signatures required on the banking account(s) shall require at least two signatures.

SECTION 3 Deposits

All funds shall be deposited within one week to the credit of the Club in such bank or depositories as the Board of Directors may direct.

SECTION 4 Gifts

The Board of Directors may accept, on behalf of the Club, any contribution, gift, bequest or device for the general purpose of the Club.

ARTICLE VIII: CERTIFICATES OF MEMBERSHIP

Certificates of Membership shall consist of a membership card, which shall be in such form as may be determined by the Board of Directors. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued, therefore, upon such terms and conditions as the Board of Directors may determine.

ARTICLES IX: FISCAL YEAR

The fiscal year of the Club shall begin on the first day of January and end on the last day of December.

ARTICLE X: AMENDMENTS TO BY- LAWS

SECTION 1 Amendments

Proposed amendments to the By-Laws must be reviewed by the Board of Directors for submission to the membership. The proposed amendment(s) shall then be submitted within a reasonable period of time (not to exceed 60 days) to the members who will vote on the amendment(s). If the proposed amendment(s) receive(s) a majority vote by the members voting, it/they will be incorporated into the By-Laws of the Club.

SECTION 2 Awareness of By-Laws

By-Laws shall be reviewed by the Club membership prior to the March Meeting General meeting with changes and/or By Law modifications discussed at the March meeting.

ARTICLE XII: PARLIAMENTARY AUTHORITY

Robert's Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by the By-Laws of the Club.